Articles

67(2): 393 - 404 (February 2012)Many observers over the years have commented on the various tactics employed by issuers of corporate debt seeking to restructure or repurchase their securities and the potentially coercive effects of these actions on bondholders. In response to issuer actions of this sort, large bondholders of a particular security often band together in groups or committees to try and negotiate collectively with the issuer and obtain more favorable terms. In some circumstances, these collaborations bring together firms that may be considered competitors in some aspects of their businesses and have on occasion been challenged as unlawful price-fixing agreements or group boycotts under Section 1 of the Sherman Act. This article reviews the opinions in those cases and discusses the antitrust implications of collective action by bondholders or their representatives in dealings with a common issuer.

67(2): 405 - 434 (February 2012)Ten states have modeled their LLC statute on the Prototype Limited Liability Company Act. The Prototype Act includes unique provisions governing how LLC member disputes should be settled (intending to eliminate the need for derivative suits). This article explains the procedures, discusses interpretations of the statutory sections, and pays substantial attention to the problems that have arisen in states where courts have applied these Prototype Act provisions. By analyzing the existing Prototype Act provisions, the article provides guidance to lawyers litigating LLC member disputes, and recommends how states can improve their existing statutes by adopting provisions of the revised Prototype Limited Liability Company Act.

67(2): 435 - 470 (February 2012)This article analyzes the application of the Rule of Reason as articulated by Justice Brandeis in Chicago Board of Trade v. United States to alleged restraints of trade in violation of section 1 of the Sherman Act. It argues that the Brandeis formulation, which requires courts to consider a broad range of economic factors and then weigh precompetitive benefits against anticompetitive effects, has proven unwieldy in the hands of trial judges. Because the Brandeis formulation provides little guidance as to how these factors should be weighed, courts have struggled to develop clear, predictable, and consistent standards under section 1. This article considers several alternatives to the Brandeis formulation and recommends that courts can revitalize the Rule of Reason by using the highly structured approach of the D.C. Circuit in the Three Tenors case to develop antitrust rules that are clear, predictable,and administrable.

Reports

67(2): 473 - 490 (February 2012)The Model Nonprofit Corporation Act Subcommittee of the Committee on Nonprofit Organizations developed, and from time to time proposes changes in, the Model Nonprofit Corporation Act. The third edition of the Act was adopted in August 2008. Since that time, the Committee has identified a number of discrete amendments that it believes should be made to the Act.

Survey

67(2): 491 - 536 (February 2012)This survey provides an annual summary of judicial decisions that members of the Mergers and Acquisitions Committee have determined are of the greatest significance to M&A practitioners.

Survey

67(2): 537 - 540 (February 2012)This is the introduction to the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011.

67(2): 541 - 552 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece reviews activity with respect to the Truth in Lending Act.

67(2): 553 - 564 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses the changes in regards to RESPA.

67(2): 565 - 574 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses developments in mortgage lending.

67(2): 575 - 584 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses significant trends and developments dealing with in fair lending claims.

67(2): 585 - 596 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece summaries regulatory developments regarding the Fair Credit Reporting Act as well as discusses changes to the statutory provisions governing the Identity Theft Red Flags Rule and examines selected FCRA litigation developments.

67(2): 597 - 606 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses the Dodd-Frank Act’s impact on automotive finance.

67(2): 617 - 628 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece describes recent developments in the application of federal laws to the activities of attorneys concerning financial products and services.

67(2): 629 - 638 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece summarizes arbitration developments regarding consumer financial services.

67(2): 639 - 648 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece summarizes recent cases dealing with the Fair Debt Collection Practices Act.

67(2): 649 - 656 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses “robo-signing” and its relation to foreclosure cases.

67(2): 657 - 662 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece discusses recent developments regarding credit card disclosures.

67(2): 663 - 672 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece summarizes 2011 clarifications to the Credit Card Accountability Responsibility and Disclosure Act of 2009.

67(2): 673 - 678 (February 2012)This is part of the survey that summarizes the significant legal developments Consumer Law and Protection since the Consumer Financial Services Committee’s last survey in 2011. This piece summarizes regulations of the Office of the Comptroller of the Currency regarding the National Bank Act, the Home Owners’ Loan Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.